I'm With You
by Batdz Angel
Summary: She was tired of waiting for him. Tired of being second place. Chlarky, and some implied Lex/Lana. Angsty songfic.


Hey minna!  
Here's another Chlark fanfic! It's a songfic/angsty little piece and I hope you guys like it! Remember: REVIEWING IS A GOOD THING!!! ^^

**Disclaimer:** I don't own Smallville. But can I least get a chance to taste Tom Welling's lips? I'd die happy, really! ^^;

I don't own the song _"I'm With You" _it belongs to Avril Lavigne.

Takes place after _"Tempest"_.

Enjoy!

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**I'm With You **

**By Batdz Angel (\0/)**

_I'm standing on the bridge-_

_I'm waiting in the dark-_

_I thought that you'd be here-_

_By now…_

She waited.

She always waited, apparently. Because she wasn't dark-haired and had big iridescent doe eyes like a certain ex-cheerleader with the initials L.L, she waited. She had been waiting for forever for him to notice she was actually alive, female, and hello! SINGLE.

She had thought he would have kept his promise but of course he had to be late. This was after all, Clark "I Must Save Everyone" Kent and in her opinion, it was really starting to get on her nerves.

But…

She still waited.

_There's nothing but the rain-_

_No footsteps on the ground-_

_I'm listening but there's no sound…_

She wrapped her arms around herself and tried not to cry. She was so _not_ going to forgive him for this. Not even if he trained those gorgeous baby blues on her and flashed her, his patented "Please Chloe Forgive Me Because I Am So Damn Cute" smile. 

Damn it, why was she still standing here at the stupid bridge in the rain?

Flipping open her cell phone, she dialed his number, muttering under her breath a few choice words. The phone rang and Martha Kent's gentle voice answered.

"Hello?"

"Mrs. Kent? It's Chloe."

"Chloe! Oh sweetie, Clark isn't here."

"I know…um…do you know where he is?"

"He said that Lana needed his help with something…"

She bit back a sob. "Right. Well…um…I'll talk to him later…"

She hung up.

She always waited.

_Isn't anyone trying to find me?_

_Won't somebody come take me home?_

Shaking her head, Chloe trudged back to her car, her Doc Martens splashing in the puddles loudly. She ignored the wet denim clinging to her legs and managed to get to her car before she slipped in a puddle.

"Shit!" Chloe cried as she landed, hard. Tears sprang to her eyes and she inhaled sharply, muttering, "I'm going to take Lana Lang and cut her lovely face…" She stood up, slowly, and limped over to her car, opening the door.

Sliding in, she pressed her forehead against the steering wheel, closing her eyes. She had waited for _four_ hours. Four hours of wondering where he was and what could possibly be keeping him from her…

Now she knew.

He was with Lana.

It was always Lana. No matter what happened to _her_, how many times she had needed him Lana "Fucking Perfect" Lang came first. It didn't matter if Chloe danced naked in front of Clark, if Lana was around, he'd just nod absently and watch her like a goddamn hawk…

She snorted at the thought of being naked in front of Clark. He'd probably blush and stammer and look so damn adorable doing it too…

Chloe wiped her eyes and started up her car, maneuvering back onto the road. The rain beat down on her windshield and she muttered, "Thank you Mother Nature for this sympathetic compassion you're giving me."

She pulled into her driveway and parked the car, grabbing her bookbag and camera. Locking the car, Chloe traipsed up the porch steps and started as a familiar voice said her name.

"Chloe!"

_It's a damn cold night-_

_Trying to figure out this life-_

_Won't you-_

_Take me by the hand-_

_Take me somewhere new…_

Clark stood up from where he sat on the porch and said as he crossed over to her, "I was so worried! Where have you been?" Chloe stared at him before asking, "Where have I been? _Where _have _I _been?" She inhaled slowly and demanded, "Where were you for the last four hours Clark? Huh?"

He blinked and said hesitantly, "Um…I was helping Lex before meeting you and I got news that Lana was in trouble…" "And it never occurred to you to call me?" she demanded as she crossed her arms, flicking a lock of wet hair away from her eyes. "So I didn't have to wait for _four hours_ at Jackson Bridge?"

His eyes widened and Clark said alarmed, "Oh God! Chloe, I swear I didn't mean to be late…" "You never do Clark!" Chloe snapped angrily. "But it's always something with you! It's either Lana or Lex but never have you been there for me when I needed you!"

"I've saved you too Chloe…"

"AGGGHHH!" she wailed throwing her arms up. "That doesn't count Clark! I'm grateful you saved me but you left me behind at the dance. For Lana. Lana! Didn't you ever wonder how that made me feel?"

"Chloe…"

"No!" She held up a hand, silencing him. "I don't want to hear it Clark. Because I am so tired of waiting for you. I am so sick of all the promises you've broken and all the times you weren't there when I really needed you to be." She swallowed. "I'm sick of being left behind by you."

_I don't know who you are-_

_But I-_

_I'm with you-_

_I'm with you…_

"Chloe please," Clark pleaded his eyes searching her hazel orbs. "Let me explain…"

"No. This time Clark _I'm_ going to walk away," Chloe said hoarsely as the tears spilled over her cheeks. "This time _you_ can just forget that I exist like you do when Lana enters the vicinity. I can't anymore Clark. I won't be second in your life anymore."

She turned, unlocking her door with shaking fingers, and slammed it shut as hard as she could. The tears came freely then and she sank to the floor with a strangled sob, burying her face in her knees.

Meanwhile, Clark stood on the porch and hesitated before using his x-ray vision to look past the door. He watched as Chloe sank to the ground and cried, his heart twisting at the sight of his normally strong, cheerful best friend so sad.

Because of him.

"I'm sorry Chloe," he whispered before turning and blurring in the rain towards his home.

_I'm looking for a place-_

_I'm searching for a face-_

_Is anybody here I know…_

Monday mornings suck.

That was first thing Chloe thought of as she entered the Torch office, her normally bright hazel eyes dull and lifeless. She forced a "Hey Pete…" before pointedly ignoring Clark and sitting down at her computer. She tensed up as Clark stood and came over, saying quietly, "Could we please talk?"

"I have nothing to say to you," she answered curtly. "Now if you'll excuse me I need to work on something important." Hurt flashed on Clark's handsome face and he said, tone pleading, "Chloe…"

"What Clark?" Chloe demanded, not caring if Pete heard her. "What can you possibly say to justify what you did to me yesterday? That you didn't mean to hurt me? Or that Lana needed you? Repeating: I am sick of being second in your life to Lana Lang!"

"Um…excuse me?"

Chloe groaned and looked up at the ceiling, asking, "Are you trying to kill me God? Because a flash of thunder is _so_ what I need right now." She turned and stared at the pretty brunette standing in the door, her doe eyes looking slightly confused.

She reminds me of those Japanese cartoons with the big eyes that way, Chloe thought absently. Sighing, she said, "What did you want Lana?" Lana raised an eyebrow at Chloe's icy demeanor and said, "Um…I was actually looking for Clark…"

"Of course you were!" Chloe said sarcastically as she grabbed her notebook and bookbag. "Since we all know Clark's at your beck and call, why don't _I _proceed to another room and drown? I'm sure we'll all be happier that way!"

"Chloe," Clark said firmly as he grabbed her wrist. "Stop."

"Stop what Clark?" she demanded glaring at him. "Stop acting angry? Stop being selfish? I can't. I'm human. I'm not fucking perfect like _her_." She yanked her wrist out his grasp and said, "But that doesn't matter to you does it? Since I'm not the one you've been pining for since eighth grade and doesn't even know you exist! No Clark. I'm not going to stop because you never once stopped to think about me and how I felt!"

She stomped over to the door and Lana moved, blinking in shock as Chloe pushed her hard on the shoulder. "You weren't fast enough," the petite blonde snapped as she disappeared out the door.

_'Cause nothing's going right-_

_And everything's a mess-_

_And no one likes to be alone…_

Pete whistled as Clark sank into a chair, burying his face into his hands. "What happened?" the black youth asked his friend as he too sat down, having planning on escaping but not risking the wrath of Chloe. "What'd you do?"

"I screwed up," Clark said as Lana placed a sympathetic hand on his shoulder. "She waited for me yesterday for four hours in the rain Pete. I'm surprised she didn't try to kill me…" "You're lucky she didn't," Pete corrected as he stood up, grabbing his backpack. "Look Clark. I love Chloe and you both but dude…" he shook his head. "She's right. Everything comes second when you're with Lex or Lana."

"I hope this isn't because of me," Lana said surprised. "I mean, I'm grateful Clark and I are friends but I don't want to come between him and Chloe." "Too late," Pete said calmly as he left the room.

Clark sighed and looked at Lana wanly. "So how long do you give her before she speaks to me again?" Lana smiled at him slightly and said, "Considering that she just shoved me out of her way, I'd say a while Clark."

"I can't believe I screwed up so badly," the tall youth said standing up and going over to the window. "Lana, I care about Chloe so much and…I don't want to lose her…" "Clark," Lana went over to him and said, "Do you like Chloe?" He blinked and looked at her in surprise, his cheeks turning bright red.

"Like Chloe? I…guess…I've never thought about it…"

Lana smiled wider and said, "Clark. I'm sure she'll forgive you sooner or later." "Hopefully sooner," Clark mumbled as he grabbed his bag. "Chloe mad isn't pleasant." He left the office and Lana sighed as she leaned against the wall. 

She knew it was stupid but she was jealous. Jealous of the fact that despite Clark's obvious crush on her, he was all ready in love with a certain blonde reporter…

"Now how can I show that to the both of them?" she wondered aloud.

_Isn't anyone trying to find me?_

_Won't somebody come take me home?_

Chloe ignored Clark's attempts to speak to her the rest of the week. She ate in the faculty lounge, knowing he would probably try to talk to her again. After school, she worked on some articles and kept the door locked, not admitting anyone in.

Friday night, she entered the Talon and went over to the counter where Lana was manning the cash register. Ordering a double mocha latte, Chloe inwardly groaned as Lana said quietly, "Chloe? I was wondering if we could talk."

"Not at the moment," Chloe answered tersely as she took her coffee. "Because you one of the last people I want to see." Hurt flashed in Lana's eyes and the girl said, "Please Chloe." 

"Fine," she relented. "But don't expect anything." She turned and went over to the couch, throwing her bag onto the velvet cushions. Lana followed and sat down gingerly, saying, "I hope you don't think that I've led Clark on. Believe me, I like him as a friend but…"

"First rule," Chloe interrupted. "Don't lie to a reporter Lana. They can smell one a mile away." "What?" Lana spluttered as she reddened. "Oh please," Chloe snorted. "I may be a lot of things Lana but stupid isn't one of them. You like the attention Clark gives you. Hell, I would too! But here's the newsflash you haven't seemed to notice: I don't care if you're sorry. Because deep inside, a part of you is smug over hurting me so deeply."

She stood up and added, "And for taking Clark from me for good. So throw yourself a party."

Chloe turned and left the Talon, Lana stunned in her seat.

_It's a damn cold night-_

_Trying to figure out this life-_

_Won't you-_

_Take me by the hand-_

_Take me somewhere new…_

She trudged down the sidewalk to her car and unsuccessfully ignored the amused voice that said, "Hmm. Chloe Sullivan seems not to be so chipper. What can I do to fix that?" "Jump off a bridge in another state?" she answered sweetly as she turned to face the slim bald man with the icy blue eyes.

Alexander "Lex" Luthor chuckled and said calmly, "I came to talk to you." "Clark sent you didn't he?" she replied as she unlocked her car. "Well, forget it. I don't intend to speak to anyone that wants me to forgive him for what he did." "Chloe," Lex said firmly as he leaned against the frame. "Clark's feeling horrible. He came to my house today beside himself because he hurt you so deeply for so long. He's sorry Chloe. Can't you give him a break?"

"I have given him a break Lex," Chloe said quietly as she looked up at him. "I gave him so many breaks and I just can't give him anymore right now. I'm sorry if it sounds cruel but that's just how it is." Lex nodded and said, "I can understand that. I'll tell Clark that he needs to give you some time."

She smiled wanly. "Thanks Lex." Chloe started up the car and Lex slammed the door, watching the little red Honda's lights until they faded. He sighed and shoved his hands deep inside his pockets as Clark appeared behind him. Lex didn't say a word until Clark said softly, "I lost her didn't I?"

"No, you didn't," Lex said as he glanced at his friend. "You didn't lose her Clark. Chloe still cares about you but you hurt her and she's responding to it." Clark sighed heavily and said, "I'm an idiot. I can't even tell her that I like her…"

"Sure you can!" Lex said as he placed a hand on Clark's shoulder. "You just need to plan your battle strategy." "Were you a general in a former life?" Clark wondered aloud as they walked into the Talon. 

Lex chuckled.

_I don't know who you are-_

_But I-_

_I'm with you-_

_I'm with you…_

Chloe sighed as she opened her eyes and blinked a few times. Rubbing her fists over her eyes, she said disbelievingly, "Okay. Chloe _is_ dreaming. Definitely dreaming…"

All over the room, white roses were covering her dresser, her desk, and her _floor_! She swung her legs over the bed and gasped as the rose petals tickled her feet. Shaking her head, Chloe said, "Clark…" in a longing voice.

She padded over to her dresser where a single red rose stood in a vase and picked up the envelope with her name scrawled on the front in Clark's handwriting. Swallowing, she opened the envelope and read his note.

_I'll give you time Chloe._

_Clark_

She closed her eyes and whispered, "Why is it that you steal a piece of my heart everyday Clark?" Sighing, the petite blonde proceeded to get dressed for school, although she did fawn over the flowers and decide to keep each and every one. 

_Why is everything so confusing?_

_Maybe I'm just out of my mind-_

_Yeah, yeah…_

She opened the door to the Torch office and sighed as Clark turned around to face her, his eyes lighting up as he saw her. "Chloe!" he said before pausing and holding up his hands. "Sorry. I'll give you time and space. I'll just…go."

He grabbed his bag and Chloe swallowed as he passed her. She inhaled and exhaled then turned around, running after him. 

"Clark!"

Clark spun around and smiled as Chloe ran up to him. She sighed and said, "It's going to take a lot of groveling for you to make this up." Clark's face lit up and he said, "I know. I promise to do major groveling time." 

Chloe smiled and said softly, "Thanks for roses too." He shrugged and said, "You deserve them." She blushed slightly and said, "Clark…" "Chloe," he said reaching out and taking her hand. "Let me tell you something okay?"

"All right…"

"You have always been first," he placed a hand over his heart. "Here. No one else has taken your place there." Chloe's eyes filled with tears and she whispered, "Clark…"

Clark wrapped his arms around Chloe and hugged her tightly.

_Isn't anyone trying to find me?_

_Won't somebody come take me home?_

"You do realize that I'm not sharing you for a while?" Chloe asked as they walked back to the Talon, hands swinging between them. Clark grinned at her and said, "I can deal with it. Lana will just have to find someone else to lift boxes." Chloe laughed and shook her head as they entered the office.

Pete glanced up from the computer and said, "Finally! I was getting tired of Clark's moping!" "I wasn't moping!" Clark protested as he leaned against Chloe's desk. "I was…brooding." "Same thing, different word," Chloe said dryly as she sat down and began to type her article.

Pete grinned at them and said, "Now that you're both here, I can go and see if Erica wants to hang out later." "Doesn't she always?" Clark asked as he raised an eyebrow. "Hey, I need to make sure my girl is satisfied," Pete replied with a grin.

"I'm not even going to touch that," Chloe said amused as she glanced up. "Later Pete." "Yeah! Later," Pete responded as he went out the door. Clark shook his head in amusement and sighing, turned around to face Chloe.

She was frowning at the screen, chewing on her bottom lip in that habit she did when she was in deep thought. Clark felt a sudden urge to chew the lip for himself but refrained by sliding into a seat beside her.

"Can I help?" he asked as Chloe glanced at him with him amusement written in her hazel eyes. "Sure," Chloe said sighing as she rolled her neck. "Can you give massages?" He grinned and held up his hands, wiggling his fingers. "Let me work my magic," Clark answered cheerily.

Chloe sighed with relief as Clark spun her chair around.

_It's a damn cold night-_

_Trying to figure out this life-_

_Won't you-_

_Take me by the hand-_

_Take me somewhere new…_

Clark kneaded her shoulders with gentle pressure, enough to make Chloe melt in his hands. She let out a slight gasp as he kneaded a particular knot and sighed, leaning her head forward on her desk.

"Feel good?" he asked her, feeling his voice grow slightly husky. "Mmm," Chloe sighed as she closed her eyes, licking her lips slightly. Clark felt himself grow slightly warm at the sight of Chloe's pink tongue dart out and wet her lips. He swallowed and bit his bottom lip as Chloe let out another sigh.

Why was he hesitating?

Clark took a deep breath and forced himself to say in a cheerful voice, "All done!" Chloe straightened and rolled her shoulders back, saying, "Whew! Thanks Clark." "Sure," he said smiling at her as she turned to face him. "Anytime."

She quirked an eyebrow and said, "I'll hold you to that." He grinned at her and she smiled, saying, "I'm sorry for being such a drama queen."

"No Chloe, it's okay," he said gently. "I deserved a lot worse for hurting you like I did." She smiled and he leaned forward, brushing a gentle kiss on her cheek. Chloe smiled and then met Clark's blue eyes. Her breath caught in her throat as Clark's eyes darkened slightly, his eyes moving downward to her mouth.

She swallowed and licked her lips automatically as Clark reached out to cup her cheek, his fingers grazing the bone slightly. Chloe parted her lips and whispered, "Clark?" in a trembling voice.

"I've been so stupid," he said quietly as he continued to hold her cheek. "Chasing after Lana when I've really been in love with you." Chloe's eyes widened as Clark bent his head and kissed her gently on the mouth.

She sighed against his lips and Clark smiled as Chloe wrapped her arms around his neck, her fingers tangling into his dark hair. He placed his hands on her waist as the kiss deepened, his tongue invading Chloe's mouth. She let out a soft moan and responded passionately.

A soft cough sounded and the pair pulled away, both flushed from the intensity of the kiss.

Lana Lang smiled at them both, although Chloe noted it seemed forced and said, "Um…hi. I was wondering where you were Clark."

Clark smiled slightly at Lana and reached out, taking Chloe's hand. "Yeah, I was with Chloe." "I noticed," Lana commented as she swallowed. "Um, I was wondering if you could help me out today after you're done here?" 

Clark shook his head and said, "Sorry Lana. I promised Chloe a nice, romantic dinner tonight." "You did?" Chloe raised an eyebrow at him. "When did Chloe agree?" "Right now," Clark grinned at her. She laughed and leaned forward, kissing him softly on the mouth.

"I love you Clark."

Lana paled although neither of the two noticed. Clark smiled at Chloe broadly, his blue eyes sparkling. "I love you too Chloe."

Lana slipped out of the office and leaned against the wall, pressing a hand to her throat. She sighed and straightened her shoulders, whispering, "Be happy Clark…" before turning and going outside. She wiped a tear away from her cheek and gasped as a pair of familiar hands touched her shoulders gently.

She looked up. "Hi Lex."

_I don't know who you are-_

_But I-_

_I'm with you-_

_I'm with you…_

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Comments at _Batdzangel@yahoo.com_

Ja ne!

Batdz Angel (\0/)


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